8-K
false000206319600020631962025-12-112025-12-11

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

 

 

Netskope, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-42848

46-1141117

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2445 Augustine Drive, Suite 301

 

Santa Clara, California

 

95054

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (800) 979-6988

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

 

NTSK

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02 Results of Operations and Financial Condition.

On December 11, 2025, Netskope, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of fiscal year 2026 ended October 31, 2025 A copy of the press release is furnished herewith as Exhibit 99.1. The Company makes reference to non-GAAP financial information in the Company’s press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

 

Item 7.01 – Regulation FD Disclosure.

On December 11, 2025, the Company posted supplemental investor materials on the investor relations section of its website (investors.netskope.com). The Company announces material information to the public about it, its products and services, and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, webcasts, the investor relations section of its website (investors.netskope.com), LinkedIn (Netskope) and Instagram (@Netskope) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.

 

The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K and in the accompanying exhibits are “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number

Description

99.1*

Press Release issued by Netskope, Inc. dated December 11, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Netskope, Inc.

Date:

December 11, 2025

By:

/s/ Drew Del Matto

 

 

Name:

Drew Del Matto

 

 

Title

Chief Financial Officer

 


EX-99.1

 

Exhibit 99.1

https://cdn.kscope.io/12168c953bf9afe64bb129296fb5a987-img109323930_0.jpg

 

Netskope Announces Strong Third Quarter Fiscal Year 2026

Financial Results

 

ARR increased 34% year-over-year to $754 million
Q3 revenue increased 33% year-over-year to $184.2 million
Surpassed $1 billion in Remaining Performance Obligations, reflecting 41% year-over-year growth
Q3 net cash provided by operating activities was $11.2 million, representing 6% of revenue
Q3 free cash flow was $10.6 million, representing a positive 6% free cash flow margin

SANTA CLARA, Calif. – December 11, 2025 – Netskope (NASDAQ: NTSK) a leader in modern security and networking for the cloud and AI era, today announced financial results for the third quarter of fiscal year 2026, ended October 31, 2025.

“We delivered an excellent third quarter with accelerating top line growth and incremental improvements to the bottom line,” said Sanjay Beri, CEO of Netskope. “Cloud modernization and AI are fueling strong demand for our market-leading Netskope One platform of security, networking, and analytics products. And, the investments we’ve made in our foundational technology architecture, NewEdge private cloud, and go-to-market engine are driving clear returns as we successfully scale to address our estimated $149 billion market opportunity.”

Third Quarter Fiscal Year 2026 Financial Highlights

Annual Recurring Revenue (ARR): ARR grew 34% year-over-year to $754 million as of October 31, 2025.
Revenue: Q3 Revenue was $184.2 million, an increase of 33% year-over-year.
Gross Profit and Margin: GAAP gross profit was $106.6 million, compared to $91.8 million for the third quarter of fiscal 2025, and GAAP gross margin was 58%, compared to 66% for the third quarter of fiscal 2025. Non-GAAP gross profit was $137.6 million, compared to $97.5 million for the third quarter of fiscal 2025, and non-GAAP gross margin was 75%, compared to 70% for the third quarter of fiscal 2025. Non-GAAP gross profit excludes $28.6 million in stock-based compensation expense and related taxes, compared to $0.6 million in the prior year period, due primarily to the vesting of certain equity awards in conjunction with the initial public offering.
Loss from Operations and Operating Margin: GAAP loss from operations was $(447.0) million, compared to a loss of $(53.8) million for the third quarter of fiscal 2025, and GAAP operating margin was (243)%, compared to (39)% for the third quarter of fiscal 2025. Non-GAAP loss from operations was $(28.2) million, compared to a loss of $(35.5) million for the third quarter of fiscal 2025, and non-GAAP operating margin was (15)%, compared to (26)% for the third quarter of fiscal 2025. Non-GAAP loss from operations excludes $416.2 million in stock-based compensation expense and related taxes, compared to $12.3 million in the prior year period, due primarily to the vesting of certain equity awards in conjunction with the initial public offering.
Net Loss Per Share: GAAP net loss per share was $(1.85), compared to $(0.72) in the third quarter of fiscal 2025. Non-GAAP net loss per share was $(0.10), compared to $(0.37) in the third quarter of fiscal 2025.

1


 

Non-GAAP net loss per share excludes $0.04 for the loss on the change in fair market value of convertible notes, compared to $0.18 in the year ago period. As of October 31, 2025, the weighted average common stock outstanding was 245 million and the fully-diluted share count under the treasury stock method was approximately 506 million.
Cash Flow: Net cash generated from operations was $11.2 million, compared to $(10.9) million used in operations in the third quarter of fiscal 2025 and operating cash flow margin was 6%, compared to (8)% in the third quarter of fiscal 2025. Free cash flow was $10.6 million, compared to $(28.6) million in the third quarter of fiscal 2025 and free cash flow margin was positive 6%, compared to (21)% in the third quarter of fiscal 2025.
Cash, Cash Equivalents, and Marketable Securities: Total cash, cash equivalents and marketable securities at the end of the third quarter was $1.2 billion.

Recent Business Highlights

Completed our Initial Public Offering in September, raising $992.2 million in IPO proceeds, net of underwriting discounts and commissions.
In addition to being recognized as a Leader in both the 2025 Gartner Magic Quadrant for Secure Services Edge (SSE), for four consecutive years and a Leader in the 2025 Magic Quadrant for SASE platforms for two consecutive years, during Q3 Fiscal 2026, Netskope was also recognized as:
o
A leader in The Forrester Wave™: Secure Access Service Edge Solutions, Q3 2025 report. Netskope was the highest scoring vendor in the report overall and also the highest scoring vendor in Forrester’s “Strength of Offering” category.
o
A Leader in GigaOMs DLP Radar report and SD-WAN Platforms Radar report.
Expanded our NewEdge private cloud network with new data centers in Malaysia, Toronto, Hawaii, and Oman to meet growing customer demand. NewEdge now covers close to 80 major metropolitan areas, with over 120 data centers globally, all of which are available to every customer, have full edge compute, and run all services.
Announced updates to our Netskope One platform, including:
o
Universal Zero Trust Network Access (UZTNA) enhancements to extend to IoT and OT use cases. Netskope’s UZTNA solution helps customers modernize their networks by enabling the consolidation of legacy technologies beyond just Virtual Private Networking (VPN), to also include Network Access Control (NAC) and Virtual Desktop Infrastructure (VDI).
o
New AI-powered innovations which improve efficiency and effectiveness of security teams. This includes an integrated AI agent for Netskope One Private Access, which provides insight into an organization’s existing ZTNA network topologies and private application configurations.
Deepened our collaboration with Microsoft through enterprise security and AI integrations, including Netskope One integration with Microsoft Purview. In addition, we released Netskope One Advanced SSE for Microsoft Entra Global Secure Access (GSA), and new protections for Microsoft 365 Copilot conversations - including GenAI queries, responses, and AI-generated content - using our market-leading data and threat protection delivered through our new CASB API for Microsoft 365 Copilot.

 

2


 

Financial Outlook

Netskope is providing the following guidance for the fourth quarter of 2026 and fiscal year 2026:

For the fourth quarter of fiscal 2026, we expect:

Q4 revenue of $188 million to $190 million
Non-GAAP operating margin of (14.0)% to (13.0)%
Non-GAAP net loss per share of $(0.07) to $(0.05), using approximately 400 million weighted average common stock outstanding

For the full year of fiscal 2026, we expect:

Total revenue of $701 million to $703 million
Non-GAAP gross margin of approximately 75%
Non-GAAP operating margin of (17.0)% to (16.5)%
Non-GAAP net loss per share of $(0.53) to $(0.51), using approximately 215 million weighted average common stock outstanding
Free cash flow of $5 million to $8 million

These statements are forward-looking, and actual results may differ materially. Refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, reconciling items that may be incurred in the future, such as stock-based compensation and related employer payroll taxes, the effect of which may be significant.

Conference Call

Netskope will host a conference call at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time today to discuss its financial results and outlook. The conference call will be available via live webcast and replay at the Investor Relations section of Netskope’s website at investors.netskope.com.

Supplemental Financial and Other Information:

Supplemental financial information can be accessed through Netskope’s investor relations website at investors.netskope.com.

About Netskope

Netskope (NASDAQ: NTSK), a leader in modern security and networking for the cloud and AI era, addresses the needs of both security and networking teams by providing optimized access and real-time, context-based security for people, devices, and data anywhere they go. Thousands of customers, including more than 30 of the Fortune 100, trust the Netskope One platform, its Zero Trust Engine, and its powerful NewEdge network to reduce risk and gain full visibility and control over cloud, AI, SaaS, web, and private applications—providing security and accelerating performance without trade-offs. Learn more at netskope.com, on LinkedIn, and Instagram.

Forward-Looking Statements

3


 

This press release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, statements regarding our future financial and operating performance, including our GAAP and non-GAAP guidance and financial outlook for the fourth quarter of fiscal 2026 and full year fiscal 2026. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including but not limited to: macroeconomic influences and instability, geopolitical events, operations and financial results and the economy in general; risks associated with scaling our business and managing our rapid growth; our ability to expand our partner relationships; our ability to identify and effectively implement the necessary changes to address execution challenges; our limited experience with new products and the risks associated with new product offerings, including adoption by customers and the discovery of software bugs; our ability to attract and retain new customers; the failure to timely develop and achieve market acceptance of new products as well as existing products; rapidly evolving technological developments in the market for security, networking and analytics products and our ability to innovate and remain competitive; length of sales cycles; risks related to the use of AI in our platform; and general market, political, economic and business conditions, as well as those risks and uncertainties included in filings we make with the Securities and Exchange Commission from time to time.

All forward-looking statements in this press release are based on information available to Netskope as of the date hereof, and we undertake no obligation to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.

Non-GAAP Financial Measures

In addition to GAAP financial measures, this press release includes non-GAAP financial measures that we use to evaluate our business performance, identify trends affecting our business, formulate business plans and make strategic decisions. These non-GAAP financial measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP loss from operations, non-GAAP operating margin, non-GAAP net loss, non-GAAP net loss per share, free cash flow and free cash flow margin, and their respective definitions are presented below.

There are limitations to the non-GAAP financial measures included in this press release, and they may not be comparable to similarly titled measures of other companies. The non-GAAP financial measures included in this press release should not be considered in isolation from or as a substitute for their most directly comparable GAAP financial measures. Our management believes that our non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses that may not be indicative of our ongoing core operating performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance and liquidity and when planning, forecasting and analyzing future periods.

For a reconciliation of the non-GAAP financial measures presented for historical periods to their most directly comparable GAAP financial measures, please see the tables captioned "Reconciliation of GAAP to Non-GAAP Financial Information" included at the end of this press release. We encourage you to review the reconciliation in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and may include other expenses, costs and non-recurring items.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit as GAAP gross profit excluding stock-based compensation expense and related taxes, and amortization of acquired intangible assets. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.

4


 

Non-GAAP Loss from Operations and Non-GAAP Operating Margin

We define non-GAAP loss from operations as GAAP loss from operations excluding stock-based compensation expense and related taxes, amortization of acquired intangible assets, and acquisition-related expense. We define non-GAAP operating margin as non-GAAP loss from operations as a percentage of revenue.

Non-GAAP Net Loss

We define non-GAAP net loss as GAAP net loss adjusted to exclude stock-based compensation expense and related taxes, amortization of acquired intangible assets, acquisition-related expense, gain/loss on fair value change in convertible notes, and non-GAAP provision for (benefit from) income taxes.

Non-GAAP Net Loss Per Share

We define non-GAAP net loss per share as GAAP net loss per share, adjusted to exclude stock-based compensation expense and related taxes, amortization of acquired intangible assets, acquisition-related expense, gain/loss on fair value change in convertible notes, and non-GAAP provision for (benefit from) income taxes.

Free Cash Flow and Free Cash Flow Margin

We define free cash flow as net cash provided by (used in) operating activities less purchase of property and equipment and intangible assets and capitalized internal-use software. Free cash flow margin is determined by dividing free cash flow by revenue. We believe free cash flow and free cash flow margin serve as valuable indicators of liquidity, as it provides our management, board of directors, and investors with insight into our ability to generate cash from our operations, strategic initiatives, and strengthening our balance sheet.

 

Investor Relations Contact:

Michelle Spolver

IR@netskope.com

Media Contact:

Tim Whitman

press@netskope.com

 

 

 

 

5


 

NETSKOPE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

 

October 31,

 

 

January 31,

 

 

2025

 

 

2025

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

984,652

 

 

$

166,012

 

Marketable securities

 

 

168,251

 

 

 

80,679

 

Accounts receivable, net

 

 

131,534

 

 

 

195,100

 

Inventories

 

 

5,377

 

 

 

5,763

 

Deferred contract acquisition costs

 

 

48,813

 

 

 

42,860

 

Prepaid expenses and other current assets

 

 

63,213

 

 

 

37,991

 

Total current assets

 

 

1,401,840

 

 

 

528,405

 

Property and equipment, net

 

 

89,544

 

 

 

99,480

 

Operating lease right-of-use assets

 

 

32,816

 

 

 

34,571

 

Intangible assets, net

 

 

23,895

 

 

 

37,242

 

Goodwill

 

 

61,083

 

 

 

61,083

 

Deferred contract acquisition costs, noncurrent

 

 

89,188

 

 

 

78,805

 

Other assets, noncurrent

 

 

16,670

 

 

 

18,920

 

Total assets

 

$

1,715,036

 

 

$

858,506

 

Liabilities and stockholders’ equity (deficit)

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

16,430

 

 

$

2,652

 

Accrued compensation and benefits

 

 

77,471

 

 

 

62,781

 

Deferred revenue

 

 

471,455

 

 

 

430,156

 

Operating lease liabilities, current

 

 

10,124

 

 

 

10,267

 

Accrued expenses and other current liabilities

 

 

27,505

 

 

 

20,852

 

Total current liabilities

 

 

602,985

 

 

 

526,708

 

Deferred revenue, noncurrent

 

 

148,426

 

 

 

160,151

 

Convertible notes

 

 

780,365

 

 

 

626,622

 

Operating lease liabilities, noncurrent

 

 

24,492

 

 

 

25,808

 

Other liabilities, noncurrent

 

 

7,737

 

 

 

4,806

 

Total liabilities

 

 

1,564,005

 

 

 

1,344,095

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

Convertible preferred stock

 

 

-

 

 

 

1,050,561

 

Common stock

 

 

-

 

 

 

10

 

Class A common stock

 

 

5

 

 

 

-

 

Class B common stock

 

 

34

 

 

 

-

 

Additional paid-in capital

 

 

2,796,530

 

 

 

418,791

 

Accumulated other comprehensive loss

 

 

(73,408

)

 

 

(5,439

)

Accumulated deficit

 

 

(2,572,130

)

 

 

(1,949,512

)

Total stockholders’ equity (deficit)

 

 

151,031

 

 

 

(485,589

)

Total liabilities and stockholders’ equity (deficit)

 

$

1,715,036

 

 

$

858,506

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6


 

NETSKOPE, INC.

CONDENSED CONSOLIDATED STATEMENTS of OPERATIONS

(in thousands, except share and per share data)

(unaudited)

 

 

Three Months Ended
October 31,

 

 

Nine Months Ended
October 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

184,173

 

 

$

138,532

 

 

$

512,667

 

 

$

389,782

 

Cost of revenue(1)

 

 

77,530

 

 

 

46,765

 

 

 

173,267

 

 

 

141,209

 

Gross profit

 

 

106,643

 

 

 

91,767

 

 

 

339,400

 

 

 

248,573

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

     Sales and marketing(1)

 

 

149,869

 

 

 

65,765

 

 

 

297,295

 

 

 

217,391

 

     Research and development(1)

 

 

262,702

 

 

 

62,402

 

 

 

403,439

 

 

 

192,758

 

     General and administrative(1)

 

 

141,042

 

 

 

17,434

 

 

 

176,959

 

 

 

52,989

 

        Total operating expenses

 

 

553,613

 

 

 

145,601

 

 

 

877,693

 

 

 

463,138

 

Loss from operations

 

 

(446,970

)

 

 

(53,834

)

 

 

(538,293

)

 

 

(214,565

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

     Loss on changes in fair value of convertible notes

 

 

(8,439

)

 

 

(18,125

)

 

 

(85,841

)

 

 

(63,249

)

     Other income, net

 

 

5,407

 

 

 

711

 

 

 

9,529

 

 

 

3,469

 

Loss before provision for income taxes

 

 

(450,002

)

 

 

(71,248

)

 

 

(614,605

)

 

 

(274,345

)

Provision for (benefit from) income taxes

 

 

3,073

 

 

 

(505

)

 

 

8,013

 

 

 

3,127

 

Net loss

 

$

(453,075

)

 

$

(70,743

)

 

$

(622,618

)

 

$

(277,472

)

Net loss per share attributable to common stockholders, basic and diluted

 

$

(1.85

)

 

$

(0.72

)

 

$

(4.07

)

 

$

(2.89

)

Weighted-average shares used in computing net loss per
   share attributable to common stockholders, basic and diluted

 

 

244,659,095

 

 

 

98,265,450

 

 

 

153,012,468

 

 

 

95,875,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)Includes stock-based compensation expense as follows:

 

 

 

 

 

 

 

 

 

 

 

 

   Cost of revenue

 

$

28,018

 

 

$

589

 

 

$

28,945

 

 

$

1,930

 

   Sales and marketing

 

 

71,845

 

 

 

4,135

 

 

 

78,304

 

 

 

14,667

 

   Research and development

 

 

190,082

 

 

 

5,878

 

 

 

198,881

 

 

 

18,738

 

   General and administrative

 

 

120,527

 

 

 

1,711

 

 

 

121,984

 

 

 

4,318

 

      Total stock-based compensation expense

 

$

410,472

 

 

$

12,313

 

 

$

428,114

 

 

$

39,653

 

 

7


 

NETSKOPE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

Nine Months Ended October 31,

 

 

2025

 

 

2024

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(622,618

)

 

$

(277,472

)

Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:

 

 

 

 

 

 

Stock-based compensation expense

 

 

428,114

 

 

 

39,653

 

Depreciation and amortization

 

 

35,791

 

 

 

39,861

 

Amortization of deferred contract acquisition costs

 

 

39,419

 

 

 

33,198

 

Non-cash operating lease expenses

 

 

10,032

 

 

 

8,886

 

(Accretion of discount) amortization of premium on investments, net

 

 

(552

)

 

 

(1,547

)

Change in fair value of convertible notes

 

 

85,841

 

 

 

63,249

 

Deferred income tax benefit

 

 

-

 

 

 

(2,254

)

Other

 

 

230

 

 

 

777

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

63,566

 

 

 

(12,481

)

Inventories

 

 

149

 

 

 

29

 

Deferred contract acquisition costs

 

 

(55,755

)

 

 

(43,503

)

Prepaid expenses and other current assets

 

 

(20,164

)

 

 

927

 

Other non-current assets

 

 

2,251

 

 

 

(675

)

Accounts payable

 

 

13,359

 

 

 

4,746

 

Accrued compensation and benefits

 

 

8,121

 

 

 

4,969

 

Operating lease liabilities

 

 

(9,736

)

 

 

(9,515

)

Accrued expenses and other current liabilities

 

 

9,397

 

 

 

(4,467

)

Deferred revenue

 

 

29,574

 

 

 

37,753

 

Other non-current liabilities

 

 

2,931

 

 

 

1,068

 

Net cash provided by (used in) operating activities

 

 

19,950

 

 

 

(116,798

)

Cash flows from investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(9,563

)

 

 

(32,437

)

Capitalized internal-use software

 

 

(1,990

)

 

 

(2,579

)

Purchases of intangible assets

 

 

-

 

 

 

(3,337

)

Payments for business combination, net of cash acquired

 

 

-

 

 

 

(2,508

)

Purchases of marketable securities

 

 

(197,145

)

 

 

(40,636

)

Proceeds from maturities of marketable securities

 

 

63,601

 

 

 

120,514

 

Proceeds from sales of marketable securities

 

 

46,454

 

 

 

-

 

Net cash (used in) provided by investing activities

 

 

(98,643

)

 

 

39,017

 

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from issuance of common stock upon initial public offering, net of underwriting
   discount and commissions

 

 

992,209

 

 

 

-

 

Payments for deferred offering costs

 

 

(6,320

)

 

 

-

 

Proceeds from issuance of common stock upon exercise of stock options

 

 

31,174

 

 

 

22,743

 

Proceeds from issuance of convertible senior notes, net of issuance cost

 

 

-

 

 

 

74,355

 

Payments for taxes upon net share settlement of equity awards

 

 

(117,205

)

 

 

-

 

Payments for holdback on business combination

 

 

(2,524

)

 

 

-

 

Net cash provided by financing activities

 

 

897,334

 

 

 

97,098

 

Net increase in cash, cash equivalents, and restricted cash

 

 

818,641

 

 

 

19,317

 

Cash, cash equivalents, and restricted cash, beginning of period

 

 

167,197

 

 

 

165,770

 

Cash, cash equivalents, and restricted cash, end of period

 

$

985,838

 

 

$

185,087

 

 

 

 

 

 

 

 

 

 

 

8


 

NETSKOPE, INC.

RECONCILIATION OF GAAP to NON-GAAP FINANCIAL INFORMATION

(in thousands, except percentage and per share data)

(unaudited)

 

 

Three Months Ended
October 31,

 

 

 

Nine Months Ended
October 31,

 

 

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

Gross profit reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

$

106,643

 

 

 

$

91,767

 

 

 

$

339,400

 

 

 

$

248,573

 

 

     Stock-based compensation expense and related taxes

 

 

28,602

 

 

 

 

589

 

 

 

 

29,543

 

 

 

 

1,930

 

 

     Amortization of acquired intangible assets

 

 

2,341

 

 

 

 

5,174

 

 

 

 

12,016

 

 

 

 

14,645

 

 

Non-GAAP gross profit

 

$

137,586

 

 

 

$

97,530

 

 

 

$

380,959

 

 

 

$

265,148

 

 

Gross margin

 

 

58

 

%

 

 

66

 

%

 

 

66

 

%

 

 

64

 

%

Non-GAAP gross margin

 

 

75

 

%

 

 

70

 

%

 

 

74

 

%

 

 

68

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expense reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expense

 

$

149,869

 

 

 

$

65,765

 

 

 

$

297,295

 

 

 

$

217,391

 

 

     Stock-based compensation expense and related taxes

 

 

(73,680

)

 

 

 

(4,143

)

 

 

 

(80,461

)

 

 

 

(14,757

)

 

     Amortization of acquired intangible assets

 

 

(280

)

 

 

 

(421

)

 

 

 

(1,330

)

 

 

 

(1,178

)

 

Non-GAAP sales and marketing expense

 

$

75,909

 

 

 

$

61,201

 

 

 

$

215,504

 

 

 

$

201,456

 

 

Sales and marketing expense as a percentage of revenue

 

 

81

 

%

 

 

47

 

%

 

 

58

 

%

 

 

56

 

%

Non-GAAP sales and marketing expense as a percentage of revenue

 

 

41

 

%

 

 

44

 

%

 

 

42

 

%

 

 

52

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expense reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expense

 

$

262,702

 

 

 

$

62,402

 

 

 

$

403,439

 

 

 

$

192,758

 

 

     Stock-based compensation expense and related taxes

 

 

(192,612

)

 

 

 

(5,884

)

 

 

 

(201,474

)

 

 

 

(18,783

)

 

     Amortization of acquired intangible assets

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

(70

)

 

Non-GAAP research and development expense

 

$

70,090

 

 

 

$

56,518

 

 

 

$

201,965

 

 

 

$

173,905

 

 

Research and development expense as a percentage of revenue

 

 

143

 

%

 

 

45

 

%

 

 

79

 

%

 

 

49

 

%

Non-GAAP research and development expense as a percentage of revenue

 

 

38

 

%

 

 

41

 

%

 

 

39

 

%

 

 

45

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expense reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expense

 

$

141,042

 

 

 

$

17,434

 

 

 

$

176,959

 

 

 

$

52,989

 

 

     Stock-based compensation expense and related taxes

 

 

(121,285

)

 

 

 

(1,711

)

 

 

 

(122,743

)

 

 

 

(4,318

)

 

     Acquisition related expense

 

 

-

 

 

 

 

(443

)

 

 

 

-

 

 

 

 

(460

)

 

Non-GAAP general and administrative expense

 

$

19,757

 

 

 

$

15,280

 

 

 

$

54,216

 

 

 

$

48,211

 

 

General and administrative expense as a percentage of revenue

 

 

77

 

%

 

 

13

 

%

 

 

35

 

%

 

 

14

 

%

Non-GAAP general and administrative expense as a percentage of revenue

 

 

11

 

%

 

 

11

 

%

 

 

11

 

%

 

 

12

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$

(446,970

)

 

 

$

(53,834

)

 

 

$

(538,293

)

 

 

$

(214,565

)

 

     Stock-based compensation expense and related taxes

 

 

416,179

 

 

 

 

12,327

 

 

 

 

434,221

 

 

 

 

39,788

 

 

     Acquisition related expense

 

 

-

 

 

 

 

443

 

 

 

 

-

 

 

 

 

460

 

 

     Amortization of acquired intangible assets

 

 

2,621

 

 

 

 

5,595

 

 

 

 

13,346

 

 

 

 

15,893

 

 

Non-GAAP loss from operations

 

$

(28,170

)

 

 

$

(35,469

)

 

 

$

(90,726

)

 

 

$

(158,424

)

 

Operating margin

 

 

(243

)

%

 

 

(39

)

%

 

 

(105

)

%

 

 

(55

)

%

Non-GAAP operating margin

 

 

(15

)

%

 

 

(26

)

%

 

 

(18

)

%

 

 

(41

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(453,075

)

 

 

$

(70,743

)

 

 

$

(622,618

)

 

 

$

(277,472

)

 

     Stock-based compensation expense and related taxes

 

 

416,179

 

 

 

 

12,327

 

 

 

 

434,221

 

 

 

 

39,788

 

 

     Acquisition related expense

 

 

-

 

 

 

 

443

 

 

 

 

-

 

 

 

 

460

 

 

     Amortization of acquired intangible assets

 

 

2,621

 

 

 

 

5,595

 

 

 

 

13,346

 

 

 

 

15,893

 

 

     Loss on fair value change in convertible notes

 

 

8,439

 

 

 

 

18,125

 

 

 

 

85,841

 

 

 

 

63,249

 

 

     Provision for (benefit from) income taxes

 

 

364

 

 

 

 

(2,239

)

 

 

 

364

 

 

 

 

(2,239

)

 

Non-GAAP net loss

 

$

(25,472

)

 

 

$

(36,492

)

 

 

$

(88,846

)

 

 

$

(160,321

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted EPS reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

 

$

(1.85

)

 

 

$

(0.72

)

 

 

$

(4.07

)

 

 

$

(2.89

)

 

     Stock-based compensation expense and related taxes

 

 

1.70

 

 

 

 

0.13

 

 

 

 

2.84

 

 

 

 

0.41

 

 

     Acquisition related expense

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

     Amortization of acquired intangible assets

 

 

0.01

 

 

 

 

0.06

 

 

 

 

0.09

 

 

 

 

0.17

 

 

     Loss on fair value change in convertible notes

 

 

0.04

 

 

 

 

0.18

 

 

 

 

0.56

 

 

 

 

0.66

 

 

     Provision for (benefit from) income taxes

 

 

-

 

 

 

 

(0.02

)

 

 

 

-

 

 

 

 

(0.02

)

 

Non-GAAP net loss per share, basic and diluted

 

$

(0.10

)

 

 

$

(0.37

)

 

 

$

(0.58

)

 

 

$

(1.67

)

 

Note: Certain figures may not sum due to rounding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9


 

NETSKOPE, INC.

SELECTED CASH FLOW INFORMATION

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
October 31,

 

 

 

Nine Months Ended
October 31,

 

 

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

Reconciliation of cash provided by (used in) operating activities to free cash flow

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

11,236

 

 

 

$

(10,884

)

 

 

$

19,950

 

 

 

$

(116,798

)

 

     Purchase of property and equipment and intangible assets

 

 

(525

)

 

 

 

(15,999

)

 

 

 

(9,563

)

 

 

 

(35,774

)

 

     Capitalized internal-used software

 

 

(117

)

 

 

 

(1,761

)

 

 

 

(1,990

)

 

 

 

(2,579

)

 

Free cash flow

 

$

10,594

 

 

 

$

(28,644

)

 

 

$

8,397

 

 

 

$

(155,151

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by investing activities

 

$

(118,247

)

 

 

$

(14,665

)

 

 

$

(98,643

)

 

 

$

39,017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

$

880,853

 

 

 

$

83,523

 

 

 

$

897,334

 

 

 

$

97,098

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flow margin

 

 

6

 

%

 

 

(8

)

%

 

 

4

 

%

 

 

(30

)

%

Free cash flow margin

 

 

6

 

%

 

 

(21

)

%

 

 

2

 

%

 

 

(40

)

%

Note: Certain figures may not sum due to rounding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10